TAX MATTERS 27. Section 8.1 Liability for Taxes 27 Section 8.2 Preparation and Filing of Tax Returns 28 Section 8.3 Allocation Arrangements 28 Section 8.4 Access to Information 29 Section 8.5 Tax Proceedings 29 Section 8.6 Indemnification Procedures 29 Section 8.7 Refunds 30 Section 8.8 Sales or Use Tax, Recording Fees and Similar Taxes and Fees 30 Section 8.9 Section 338(h)(10) Election. 30
TAX MATTERS 27. 6.1 Tax Treatment 27 6.2 Cooperation and Exchange of Information 28 6.3 Tax Sharing Agreements 29 6.4 Timing Differences 29 6.5 Post-Closing Dispositions 29 6.6. Allocation Method 30 6.7 Definitions 30 6.8 Refunds; Allocation of Taxes; Payment of Certain Taxes 30
TAX MATTERS 27. Section 8.1 Representations of Institution 27 Section 8.2 Covenants of Institution 27 Section 8.3 Tax Exemption 27 Section 8.4 Restricted Gifts 28
TAX MATTERS 27. Section 7.1 Tax Preparation 27 Section 7.2 Access to Information 28 Section 7.3 Transfer Taxes 28 Section 7.4 Assistance and Cooperation 28 Section 7.5 Tax Indemnity 29 Section 7.6 Tax Indemnity Claims 29 Section 7.7 Tax Refunds 30 Section 7.8 Certification of Non-Foreign Status 30 ARTICLE 8 MISCELLANEOUS 31 Section 8.1 Press Releases and Confidentiality 31 Section 8.2 No Third Party Beneficiaries 31 Section 8.3 Succession and Assignment 31 Section 8.4 Counterparts 31 Section 8.5 Notices 32 Section 8.6 Governing Law 32 Section 8.7 Entire Agreement and Amendments 33 Section 8.8 Severability 33 Section 8.9 Transaction Expenses 33 Section 8.10 Waiver of Bulk Sales Law Compliance 33 Section 8.11 Arbitration 33 SCHEDULES Schedule 1.1 Definitions and Interpretations Schedule 2.2.1 Contributed Assets – Tangible Assets Schedule 2.2.7 Contributed Assets – Miscellaneous Assets Schedule 2.3.2 Excluded Assets – Tangible Assets Schedule 2.3.3 Excluded Assets – Claims Schedule 2.4.1 Assumed Liabilities – Guarantees Schedule 3.1.2 Authorization of Transaction – Contributor Schedule 3.2.2 Authorization of Transaction – Acquirer Schedule 4.1.2 Licenses Schedule 4.1.4 Environmental Matters Schedule 4.1.5 Litigation Schedule 4.1.6(A), (B) and (C) Employee Matters Schedule 5.4.1 Current Employees Schedule 5.4.5 Contributor Benefit Plans Schedule 5.5 Refinery Site-Wide Licenses CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (the “Agreement”) is made and entered into as of this 29th day of June, 2011 to be effective as of July 1, 2011 (the “Effective Date”) by and between • Sunoco, Inc. (R&M), a corporation organized and existing under the laws of Pennsylvania (the “Contributor”); • Sunoco Partners LLC, a Pennsylvania limited liability company (“SPLLC”); • Sunoco Logistics Partners L.P., a limited partnership organized and existing under the laws of Delaware (“Sunoco Logistics”); • Sunoco Logistics Partners GP LLC, a limited liability company organized and existing under the laws of Delaware (“SLPGPLLC”); • Sunoco Logistics Partners Operations L.P., a limited partnership organized and existing under the laws of Delaware (“SLPOLP”); • Sunoco Logistics Partners Operations GP LLC, a limited liability company organized and existing under the laws of Delaware (“SLPOGP”); • Sunoco Partners Marketing & Terminals L.P., a limited partnership organized and existing under the laws of Texas (“SPMT” and together with SPLLC Sunoco Logistics, SLPGPLLC, SLPOLP and SLPOGP, the “Acquirer”).
TAX MATTERS 27. SECTION 7.1. Preparation and Filing of Tax Returns 27
TAX MATTERS 27. Section 9.01 Preparation of Tax Returns 27 Section 9.02 Tax Elections 27 Section 9.03 Tax Controversies 27 Section 9.04 Withholding 28 ARTICLE X. RESTRICTIONS ON TRANSFER OF UNITS 29 Section 10.01 Transfers by Members 29 Section 10.02 Permitted Transfers 29 Section 10.03 Restricted Units Legend 30 Section 10.04 Transfer 30 Section 10.05 Assignee’s Rights 30 Section 10.06 Assignor’s Rights and Obligations 30 Section 10.07 Overriding Provisions 31 ARTICLE XI. REDEMPTION AND EXCHANGE RIGHTS 32 Section 11.01 Redemption Right of a Member 32 Section 11.02 Election of USCo and Redemption of Redeemed Units 34 Section 11.03 Exchange Right of USCo 34 Section 11.04 Effect of Exercise of Redemption or Exchange Right 34 Section 11.05 Mandatory Redemption 35 ARTICLE XII. ADMISSION OF MEMBERS 35 Section 12.01 Substituted Members 35 Section 12.02 Additional Members 35
TAX MATTERS 27. 9.1 Apportionment of Tax Liability 27 9.2 Tax Reports and Returns 28 9.3 Sales Taxes 28 9.4 Tax Allocation 28 ARTICLE 10 CONDITIONS PRECEDENT TO CLOSING 28 10.1 Seller’s Conditions Precedent 28 10.2 Buyer’s Conditions Precedent 29 10.3 Failure to Disclose 29
TAX MATTERS 27. Section 9.01 Preparation of Tax Returns 27 Section 9.02 Tax Elections 27 Section 9.03 Tax Controversies 27 Section 9.04 Withholding 27
TAX MATTERS 27. 9.1 Tax Information 27 9.2 Preparation of Tax Returns 27 9.3 Tax Elections 27 9.4 Tax Controversies 27 9.5 Withholding 28 9.6 Election to be Treated as a Corporation 28 ARTICLE 10 CERTIFICATES; RECORD HOLDERS; TRANSFERS OF PARTNERSHIP INTERESTS 28 10.1 Certificates 28 10.2 Mutilated, Destroyed, Lost or Stolen Certificates 29 10.3 Record Holder 30 10.4 Transfer Generally 30 10.5 Registration and Transfer of Units 30 10.6 Transfer of General Partner Unit 31 10.7 Restrictions on Transfers 32 ARTICLE 11 ADMISSION OF ADDITIONAL OR SUCCESSOR PARTNERS 32 11.1 Admission of Additional Limited Partners 32 11.2 Admission of Successor General Partner 33 ARTICLE 12 WITHDRAWAL OF PARTNERS 33 12.1 Withdrawal of the General Partner 33 12.2 Interest of Departing General Partner and Successor General Partner 34 12.3 Withdrawal of Limited Partners 35 ARTICLE 13 TERMINATION OF THE PARTNERSHIP 36 13.1 General 36 13.2 Incapacity 36 13.3 Liquidation 36 13.4 Distributions in Kind 38 13.5 Cancellation of Certificate of Limited Partnership 38 13.6 Reasonable Time for Winding Up 38 13.7 Return Of Capital 38 13.8 Waiver of Partition 39
